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Listen, if shareholders decide on a company’s policy by voting, then whoever owns the majority of shares in a company can take decisions.

B.

Let me see … . Of course, a threat that the company can be taken over keeps the managements on their toes. By the way, takeover battles are often fought through the pages of the press.

A.

You mean “take-over” bids, don’t you?

B.

Yes, an attempt to get control of a public limited company may be carried out by purchasing, or offering to purchase, the whole or part of the ordinary shares. And the price is usually well in excess of their quoted price.

A.

Is takeover the only possible situation?

B.

No, of course not. I’m sure you have heard the term M&As.

A.

Mergers and acquisitions?

B.

Yes. We're not going to get into the nitty-gritty[15] of describing the details, but for now just keep in mind this may be a merger (two companies join together to form a new one), a takeover or acquisition (one company buys another one). The latter happens when a company offers to buy all the shareholders’ shares at a certain price (higher than the market price) during a limited period of time. This is called a takeover bid.

A.

And if a company tries to buy as many shares as possible on the stock market, hoping to gain a majority?

B.

This is called a raid.

A.

Oh, I know that this practice has been under attack in the press, and some bids have been nothing more than attempts to make a great deal of money at the expense of the shareholders.

B.

But, usually, this is only possible when the company’s assets have been undervalued by the directors who have allowed them to be shown in the balance sheet at a figure that is far below their true value.

A.

Does gaining control of a company always have a negative meaning? If, for example, a company’s Board of Directors agrees to a takeover, and the shareholders agree to sell?

B.

Then it becomes a friendly takeover. On the contrary, attempts to acquire companies in the face of opposition from existing management are called hostile takeovers. The number of hostile takeovers relative to friendly takeovers is small: however, drama surrounds them, and they usually capture the interest of the press and the public.

A.

Aren’t hostile takeovers a mixed blessing?

B.

It’s a complicated question. Opponents of hostile takeovers, including the management of the target company, claim these takeovers are not in the long-run interests of the stakeholders. The opponents claim that the “raiders” will sell off assets to pay for the acquisition and severely cut back on research and development expenditures to conserve cash and to generate immediate increases in reported earnings.

A.

I believe companies have various ways of defending themselves against a hostile bid. For instance, they can try to find another company that they prefer to be bought by.

B.

May be, may be… . Sometimes the companies choose issuing new shares at a big discount, which reduces the holding of the company attempting the takeover, and makes the takeover much more costly.

A.

Is it legal?

B.

It is. They have the right to do so. You will agree that it is worse when a proxy fight[16] occurs.

A.

Wait …. . Proxy isthe authority to represent someone else, especially in voting. If you do something by proxy, you arrange for someone else to do it for you.

B.

Right in every detail. This is the situation when a group of outsiders try to gain control of a company by persuading existing shareholders to vote into office a new team of directors.

A.

I guess proxy fights are expensive. I know that illegal insider trading is also part and parcel of the process.

B.

Not all trading on information is illegal insider trading. For example, while dining at a restaurant, you hear the CEO[17] of Firm A at the next table telling the CFO[18] that the company's profits will be higher than expected, and then you buy the stock, you are not guilty of insider trading unless there was some closer connection between you, the company, or the company officers.

A.

But I guess illegal insider trading would occur if the CEO of Company A learned (prior to a public announcement) that his company will be taken over, and bought its shares knowing that the share price would likely rise. But that will be the subject of another discussion.

Task 1. Report the dialogue. Use the following reporting verbs:

· to conclude

· to indicate that

· to suppose that

· to mean

· to try to find out

· to explain

Task 2. Work with a partner. Look at the dialogue and discuss what A. and B. say about the following subjects.

a. takeover bids

b. hostile takeovers

c. friendly takeovers

d. situations when the company’s assets are shown in the balance sheet at a figure that is different from their true value

Task 4. Use Supporting Materials to continue the talk about M & As. Surf the Internet for key words IPO (Initial Public Offering),vertical-backward merger, vertical-forward merger, buyout, insider trading to find further information. Make use of helpful phrases from the dialogue above.

Complete the following sentences
Say whether the following statements are true or false
1. Europe is smaller in size than Australia.
2. The Atlantic Ocean washes the western coast of European continent.
3. The continent’s southern boundary runs along the Ural Mountains.
4. Europe can be divided into several distinct physiographic regions.
5. The Sierra Nevada and Pyrenees mountains are situated in the west of the continent.
6. Rivers of the first group drain... [читать подробенее]

Answer the following questions
Where is South America situated?
What is the area? the population of the continent?
How is the continent joined to North America?
What mountain range forms South America’s western edge?
What is the Pampas?
What are the major river systems of South America?
Where are most of the lakes situated?
What is unusual about Lake Titicaca?
How can South America be divided according to the climatic regions?
How does the Peru Current influence... [читать подробенее]

Translate into English
Complete the following sentences
Fill in the blanks with the suitable words from the text
Say whether the following statements are true or false
1. The earth is unusual among the planets of the Solar System because water can exist in all three states: liquid, solid and gas.
2. Some planets of the Solar System have oceans.
3. The world ocean covers more than 98 per cent of the earth’s surface.
4. The deepest parts... [читать подробенее]

Translate into English
Ask questions to which these sentences are the answers
Fill in the blanks with the suitable words from the text
Say whether the following statements are true or false
1. Galaxy is a great star system.
2. Our own galaxy, the Milky Way, is classified as an elliptical galaxy.
3. Seventeen galaxies of a supergalaxy are concentrated within a radius of about one million kilometeres.
4. The Solar System consists of the... [читать подробенее]

Read the report. Underline 7 expressions of likelihood. Then complete the brief memo to your Head Office outlining the main points in the report. Include comment on the likelihood for the 7 points in the report. Use different expressions to those in the report. Here is an outline for your memo.
Exercise 9. A team of seismologists and civil engineers visits the site of a major road bridge, damaged in an earthquake. Together they produce a report on the likelihood of further damage being... [читать подробенее]

1. You have come to Britain to obtain information about radio and television broadcasting .
Prepare questions to ask the British colleagues.
2. You are British specialists working in broadcasting. Get ready to speak about how you operate radio and TV channels.
9. Role-play. Read the following joke and dramatise it with your group.
Newsboy: “Great mystery! – Fifty victims! Paper, sir?”
Passer-by: “Here, boy, I’ll take one” (after reading a moment) “Say, boy, there is... [читать подробенее]

Ex. 2. Answer the questions.
Discussion
1. What changes have occurred in London's docklands and why?
2. Explain the following: developments, planners, Green Belt, sleep rough.
3. Find three factors which contribute to the problem of people without homes.
4. Where do some families without homes live?Dialogue: “A visit to an American house”
Mr. Garrett: Let me show you your room, Sasha. You’ll sleep in the guestroom on the ground floor. Here is your room and your bathroom... [читать подробенее]

Dialogue 1
UNDERCARRIAGE FAILURE AND DELAY
Dialogue 2
Dialogue 1
ENGINE FAILURE AND FUEL PROBLEMS
Dialogue 2
Transmission
FIRE ON BOARD
Dialogue 3
Dialogue 2
PIL: Sunair 593, we’ve just had to dive to avoid colliding with converging traffic.
СТL: Do you have any details? Did you see the type or the markings?
PIL: It was a white jet, that’s all we know.
CTL: Do yon wish to file an airmiss report?
PIL:... [читать подробенее]

Dialogue 1
Transmission
Exercise 5
Exercise 4
Translate into Russian:
Bomb scare on board.
We have almost collided with converging traffic.
Explosion danger on board.
We have dived to avoid colliding with another traffic.
We seem to have a bomb on board.
There appears to be a bomb on board.
We don’t know anything about the type of bomb.
Request priority landing.
Request emergency services.
There is danger of explosion on board.
We are going to file... [читать подробенее]